SMITH A O CORP — Director's Dealing 2018

Feb 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2018-02-09

Reporting Person: Rajendra Ajita G (Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-08	Common Stock	G	51441	—	Disposed	285404	Direct
2018-02-09	Common Stock	M	29500	$60.11	Acquired	314904	Direct
2018-02-09	Common Stock	F	13886	$60.11	Disposed	301018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-08	Restricted Stock Units	$60.11	M	29500	Disposed		Common Stock (29500)	Direct
2018-02-12	Restricted Stock Unis	$61.76	A	18700	Acquired		Common Stock (18700)	Direct
2018-02-12	Employee Stock Options (Right to Buy)	$61.76	A	77740	Acquired	2028-02-12	Common Stock (77740)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60333	Indirect

Footnotes

F1: Gift

F2: 29,500 Restricted Stock Units were granted on 02/09/2015, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 29,500 Restricted Stock Units vested on 02/09/2018. As a result of vesting, the Company is obligated to deliver 29,500 shares of Common Stock to the reporting person.

F3: The restricted stock units were granted on 02/12/2018 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/12/2021.

F4: The employee stock options were granted on 02/12/2018 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/12/2019.